Edgar Filing: Alarm.com Holdings, Inc.

NAMES OF REPORTING PERSONS

Stephen Trundle

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒ (1)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Alarm.com Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

011642105

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 011642105		13 G

(1)

This Schedule 13G is filed by Stephen Trundle, The Stephen Trundle 2015 4 Year GRAT (“4 Yr GRAT”), The Stephen Trundle 2015 Gift Trust (the “Trust”), and Backbone Partners, LLC (“Backbone”), (together, the “Reporting Persons”). Mr. Trundle serves as the sole trustee and primary beneficiary of the 4 Yr GRAT and has the sole power to vote and dispose of the shares held by Backbone. In addition, because members of Mr. Trundle’s immediate family are both the trustee of the Trust and beneficiaries of the Trust, the shares held by the Trust are included herein. However, Mr. Trundle disclaims beneficial ownership of the shares held by the Trust. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

This percentage is calculated based on (i) 48,003,133 shares of the Issuer’s Common Stock reported to be outstanding as of October 31, 2018 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, as filed with the Securities and Exchange Commission on November 7, 2018, and (ii) 391,333 options exercisable within 60 days of December 31, 2018.


CUSIP NO. 011642105		13 G

(1)

This Schedule 13G is filed by Stephen Trundle, the 4 Yr GRAT, the Trust, and Backbone. Mr. Trundle serves as the sole trustee and primary beneficiary of the 4 Yr GRAT and has the sole power to vote and dispose of the shares held by Backbone. In addition, because members of Mr. Trundle’s immediate family are both the trustee of the Trust and beneficiaries of the Trust, the shares held by the Trust are included herein. However, Mr. Trundle disclaims beneficial ownership of the shares held by the Trust. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

This percentage is calculated based on 48,003,133 shares of the Issuer’s Common Stock reported to be outstanding as of October 31, 2018 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, as filed with the Securities and Exchange Commission on November 7, 2018.


CUSIP NO. 011642105		13 G

(1)

This Schedule 13G is filed by the 4 Yr GRAT, the Trust, and Backbone. Mr. Trundle serves as the sole trustee and primary beneficiary of the 4 Yr GRAT and has the sole power to vote and dispose of the shares held by Backbone. In addition, because members of Mr. Trundle’s immediate family are both the trustee of the Trust and beneficiaries of the Trust, the shares held by the Trust are included herein. However, Mr. Trundle disclaims beneficial ownership of the shares held by the Trust. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)


CUSIP NO. 011642105		13 G

(1)

(2)


CUSIP NO. 011642105		13 G

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common Stock”) of Alarm.com Holdings, Inc. (the “Issuer”).


Item 1(a)		Name of Issuer:

		Alarm.com Holdings, Inc.

Item 1(b)		Address of Issuer’s principal executive offices:

		8281 Greensboro Drive, Suite 100
		Tysons, VA 22102

Items 2(a)		Name of Reporting Persons filing:

		Stephen Trundle
		The Stephen Trundle 2015 4 Year GRAT (“4 Yr GRAT”)
		The Stephen Trundle 2015 Gift Trust (the “Trust”)
		Backbone Partners, LLC (“Backbone”)

Item 2(b)		Address or principal business office or, if none, residence:

		The address of the principal business office of Mr. Trundle, the 4 Yr GRAT, and Backbone is c/o Alarm.com Holdings, Inc., 8281 Greensboro Drive, Suite 100, Tysons, VA 22102

		The address of the principal business office of the Trust is 575 Madison Avenue, Suite 7D, New York, New York 10022

Item 2(c)		Citizenship:


Name		Citizenship or Place of Organization
Stephen Trundle		United States of America
4 Yr GRAT		Virginia
Trust		Virginia
Backbone		Delaware


Item 2(d)		Title of class of securities:

		Common Stock, $0.01 par value per share

Item 2(e)		CUSIP No.:

		011642105

Item 3		If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

		Not applicable.

Item 4		Ownership

		The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.


CUSIP NO. 011642105		13 G


Reporting Persons	Shares of Common Stock Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class
Stephen Trundle (1)(3)(4)		591,047		2,886,901		120,118		2,886,901		120,118		3,007,019		6.2	%
4 Yr GRAT (2)(3)(4)		184,619		184,619		0		184,619		0		184,619		0.4	%
Trust (2)(3)(4)		120,118		0		120,118		0		120,118		120,118		0.3	%
Backbone (2)(3)(4)		2,111,235		2,111,235		0		2,111,235		0		2,111,235		4.4	%

(1)

(2)

(3)

Mr. Trundle owns 199,714 shares of the Issuer’s Common Stock and options to purchase 391,333 shares of the Issuer’s Common Stock that are exercisable within 60 days of December 31, 2018. The 4 Yr GRAT owns 184,619 shares of the Issuer’s Common Stock, the Trust owns 120,118 shares of the Issuer’s Common Stock and Backbone owns 2,111,235 shares of the Issuer’s Common Stock. Mr. Trundle serves as the sole trustee and primary beneficiary of the 4 Yr GRAT and has the sole power to vote and dispose of the shares held by Backbone.

(4)

In addition, because members of Mr. Trundle’s immediate family are both the trustee of the Trust and beneficiaries of the Trust, the shares held by the Trust are included herein. However, Mr. Trundle disclaims beneficial ownership of the shares held by the Trust. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

Item 5

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ( ).

Item 6

Ownership of More than Five Percent on Behalf of Another Person

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

Item 8

Identification and Classification of Members of the Group

Not applicable.

Item 9

Notice of Dissolution of Group

Not applicable.

Item 10

Certifications

Not applicable.


CUSIP NO. 011642105		13 G

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated:		February 14, 2019

By:		/s/ Stephen Trundle
		Stephen Trundle

STEPHEN TRUNDLE 2015 4 YR GRAT

BY:		Stephen Trundle
ITS:		Sole Trustee

By:		/s/ Stephen Trundle

STEPHEN TRUNDLE 2015 GIFT TRUST

BY:		W. Scott Trundle III
ITS:		Trustee

By:		/s/ W. Scott Trundle III

BACKBONE PARTNERS, LLC

BY:		Stephen Trundle
ITS:		Sole Member

By:		/s/ Stephen Trundle


CUSIP NO. 011642105		13 G


Exhibit(s):

Exhibit 99.1:		Joint Filing Statement


CUSIP NO. 011642105		13G		Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Alarm.com Holdings, Inc.


Dated:		February 14, 2019

By:		/s/ Stephen Trundle
		Stephen Trundle

STEPHEN TRUNDLE 2015 4 YR GRAT

BY:		Stephen Trundle
ITS:		Sole Trustee

By:		/s/ Stephen Trundle

STEPHEN TRUNDLE 2015 GIFT TRUST

BY:		W. Scott Trundle III
ITS:		Trustee

By:		/s/ W. Scott Trundle III

BACKBONE PARTNERS, LLC

BY:		Stephen Trundle
ITS:		Sole Member

By:		/s/ Stephen Trundle